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Old 07.04.2016, 15:37
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SA company legality

Wanted to ask a question regarding the continued legality of an SA company that no longer has a Swiss national/resident as a director.

Until recently there were two directors. The first is an employee/CEO - non swiss and residing in france. The second, a nominal fiduciary to satisfy the requirements of having a swiss national/resident on board. The company has run into financial difficulty as such the swiss fiduciary director has stepped out, leaving just the first person.

I doubt that, after due diligence of the cash flow and debts, that anyone else would want to step in this company as a director. I also understand that its a legal requirement that there be a swiss national/resident listed for a SA company. My question is what happens now? How long can the company exists in this state of limbo? Are they allowed to exist or must other measures be taken?
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Old 07.04.2016, 16:17
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Re: SA company legality

According to this presentation, a legal entity that does not have a complete board (Verwaltungsrat) does not have the ability to conduct business. There is then a 30 day time period to correct the situation after the resignation appears in the commercial register, granted by the commercial register office. If this time period is not held to, then the court must decide how to proceed. Possible actions include:
1. Court grants a new time period to comply under the threat of liquidation of the company.
2. Court appoints a new board member to the board or representative (Sachwalter) to supervise the company.
3. Court orders the liquidation of the company according to bankruptcy regulations.

See pp.24-25:


Please don't misconstrue this reading of a presentation to be legal advice. If you need Swiss legal advice, contact a Swiss attorney.
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